HomeMy WebLinkAboutResolution - 2014-R0394 - Notice And Acknowledgement-Banc Of America Public Capital Corp, Clayton Holdings - 11/20/2014RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK-
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock a Notice and Acknowledgement of
Assignment dated as of November 20, 2014, between Banc of America Public Capital
Corp ("Assignor") and Clayton Holdings, LLC ("Assignee"), and all related
documents. Said Notice and Acknowledgement of Assignment and Sale is attached
hereto and incorporated in this resolution as if fully set forth herein and shall be
included in the minutes of the City Council.
Passed by the City Council on November 20, 2014 -- - - -_, 2014
W,
4,t� -
Jim Gerit, yor Pro "fent
Re ec tGarza, City Secreta
APPROVED AS TO CONTENT:
Fant Moon. Executive Director of Finance
APPROVED AS TO FORM:
RESA[Tat-PW of America Public Capital Corp
t 1.4.14
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated November 20 , 2014
Banc of America Public Capital Corp ("Assignor") hereby gives notice that it has
assigned and sold to Clayton Holdings, LLC ("Assignee") all of Assignor's right, title and
interest in, to and under Appendix No. 11076-24, Part 1 Equipment List in the amount of
13,722,103.36 and Part 2 Revised Payment Schedule (the "Lease") to the .Master Lease
Agreement ("Agreement") dated as of February 28, 2013, by and between Assignor and City of
Lubbock, Texas ("Lessee").
For purposes of this Notice and Acknowledgment of Assignment (the
".Acknowledgment''), "Lease" means collectively the Lease identified above, together with all
exhibits, schedules, addenda and attachments related thereto, and all certifications and other
documents delivered in connection therewith. The term "Lease" specifically excludes all other
Equipment List and Payment Schedules entered into under the Agreement and rental payments
other than with respect to the Lease identified above. Each capitalized term used but not defined
herein has the meaning set forth in the Agreement described above.
1. From and after the date of this Acknowledgment, all payments of rent and other
sums now or hereafter becoming due pursuant to the Lease or with respect to the equipment
described on the Lease (the "Equipment") shall be paid to Assignor as fiscal agent for Assignee
or, upon receipt of notice from Assignee of the termination of such fiscal agency, to Assignee as
directed in Assignee's invoices.
2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under
the Lease and all related documents, including, but not limited to, the rights to issue or receive all
notices and reports, to give all consents or agreements to modifications thereto, to receive title to
the equipment in accordance with the terms of the Lease, to declare a default and to exercise all
remedies thereunder; and (ii) except as provided in Section IV of the Lease, the obligations of
Lessee to make rental payments and to perform and observe the other covenants and agreements
contained in the Lease shall be absolute and unconditional in all events without abatement,
diminution, deduction, set-off or defense.
3. Lessee agrees that, as of the date of this Acknowledgment, the following
information about the Lease is true, accurate and complete:
Number of Rental Payments remaining: Twenty (20)
Amount of each Rental Payment: $209,815.51
Total Amount of Rents Remaining: $4,196,310.20
Frequency of Rental Payments: Semi-annual
Next Rental Payment Due: February 15, 2015
4. The Lease remains in full force and effect, has not been amended and no
nonappropriation or event of default (or event which with the passage of time or the giving of
notice or both would constitute a default) has occurred thereunder.
5. Lessee hereby agrees to use a book entry system to register Assignee (and any
subsequent assignee) as the owner of the Lease so as to meet the applicable requirements of
Section 149(a) of the Internal Revenue Code.
6. Notwithstanding anything in the Lease to the contrary (including, without
limitation, Section 19 thereof), Lessee acknowledges and agrees that Assignee shall be permitted
to retain copies of the Records as it deems necessary in order to comply with its customary
document and information retention policies and procedures; provided that the confidentiality
obligations set forth in the Lease shall continue with respect to any such copies.
7. Any inquiries of Lessee related to the Lease after the date of this
Acknowledgment should be remitted to Assignee at the following address (or such other address
as provided to Lessee in writing from time to time by Assignee):
Clayton Holdings, LLC
8000 Forsyth Boulevard, Ste 510
Saint Louis, MO 63105
(THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.)
ACKNOWLEDGED AND AGREED:
LESSEE:
City of Lubbock, Texas
By
Name: Jim Gedi-- -
Title: Mayor Pro Tem
APPROVED AS TO CONTENT:
Name: Pamela Moon
Title: Executive Director of Finance
ASSIGNOR:
Banc of America Public Capital Corp
LESSEE:
City of Lubbock, Texas
Name: Pamela Moon
Title: Executive Director of Finance
APPROVED AS TO FORM:
B.
NameAmy Si
Title: eputy City Attorney
ASSIGNEE:
Clayton Holdings, LLC
By: &- V
Name: .C'/,l�/p�� +� %
Title: r 4 C 81 /,
MASTER LEASE AGREEMENT
City of Lubbock Contract Number 11076 dated= of February 28, 2013
Appendix Number 11076-24 as ofSeptember29, 2014.
PART I
EQUIPMENT LIST
The undersigned, under the Mester Lease Agreement, dated February 28, 2013 (the "Agreement"),
between Banc of America Public Capital Corporation (Lessor), and the City of Lubbock Texas (City),
negotiated for the purpose of acquiring the Equipment in this Appendix and any other Appendices to the
Agreement, hereby certifies that all the Equipment described below has been installed and is operational
to the satisfaction of the City.
Schedule 24 -10 Year Term
QT
UNIT
TOTAL
ITEM DESCRIPTION
Y
PRICE
PRICE
TERM
Custom Dump Bed for 1GB3CZCG3DF207300
1
5,584.95
$5,584.95
10
Custom Dump Bed for 1 GB4KZCGODF213532
I
5,584.95
5,584.95
10
Custom Dump Bed for IGB3CZCG9DF204319
1
5,584.95
5,584.95
10
Basic Service Body for II TMA69DEB30502
1
6,293.75
6,293.75
10
Rehabilitation Vehicle
I
32,113.00
32,113.00
10
Trailer
1
51,345.00
51,345.00
10
Tesler
1
51,345.00
51,345.00
10
110' Aerial Tmck
1
165,026.00
165,026.00
IO
110'Aeriai Truck
I
206,151.00
206,151.00
10
110' Aerial Track
1
265,746.00
265,746.00
10
110' Aerial Tmck
I
352.00
352.00
10
75'Quint
1
205,799.00
205,799.00
10
75'Quint
1
165,026.00
165,026.00
10
75'Quint
1
265,746.00
265,746.00
10
1250 Pumper Rosenbauer
1
253,370.00
253,370.00
10
1250 Pumper Rosenbauer
1
190,400.00
190,400.00
10
1250 Pumper Rosenbauer
1
239,949.00
239,949.00
10
2013 CHEV SII, 3/4TNPU
1
29,081.00
29,081.00
2013 CHEV SIL35001TON CREW
1
27,324.00
27,324.00
2013 CHEV SI 3500 ITON CREW PU
1
27,324.00
27,324.00
Duel Tandem Dump Truck
1
96,559.00
96,559.00
12 CY Dump Track
1
155,320.00
155,320.00
Dump Truck
1
104,469.00
104,469.00
1/2 Ton Truck, 4x4
1
26,371.00
26,371.00
20k GVWR Platform Bucket Truck
1
111,633.00
111,633.00
2013 TENNANT M20 SCRUBBER/SWEE
1
51,624.48
51,624.48
2014 CATERPILLAR TH407C
1
96,355.00
96,355.00
2014 FREIGHTLINER 114SD
1
146,986.00
146,986.00
2014 FREIGHTLINER M79050
I
89,607.00
89,607.00
H12 Cemer Pivot 1170'
1
68,636.82
68,636.82
HIS Center Pivot 1202'
1
69,813.00
69,813.00
H8 Center Pivot 1276'
1
74,458.23
74,458.23
H13 Center Pivot 113T
1
65,170.31
65,170.31
Scale Weighing System
I
13,134.50
13,134.50
Scale Weighing System
1
13,134.50
13,134.50
Loader; Pneumatic
1
151,641.00
151,641.00
Cargo Van; Crim Scene Van - 2014 FORD 250
ECONOLINE VAN
1
38,579.85
38,579.85
Enclosed Trailer; Cargo Trailer
1
5,750.00
5,750.00
2014 PJ 18FT TILT BED TRAILER
1
5,767.00
5,767.00
2014 PJ 18FT TILT BED TRAILER
1
5,767.00
5,767.00
Swenson Model EVA 10015-84-48 Sand Spreader
1
14,687.50
14,687.50
Pump Trailer, Godwin Pump CD 150
1
43,206.00
43,206.00
20ft Utility Tmiler, Landscape Trailer - 2014 DIAMONDC
9RLS UTILITY TAN
1
4,655.00
4,655.00
Bobcat Loader -2014 JOHNDEERE 318E SKID STELO
1
31,832.57
31,832.57
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
to
10
10
10
10
10
10
10
10
10
Carbon Fiba 30 -min SCBA Air Cylinders
5
990.00
4,950.00
10
Carbon Fiba 30 -min SCBA Air Cylinders
5
990.00
4,950.00
10
Carbon Fiber 30 -min SCBA Air Cylinders
5
990.00
4,950.00
10
Carbon Fiber 30 -min SCBA Air Cylinders
5
990.00
4,950.00
10
Thermal Imaging Cameras
1
9,000.00
9,000.00
10
Themral Imaging Cameras
1
9,000.00
9,000.00
10
Total Schedule
$3,722,103.36
Installation address: 1625 13a Street. Lubbock TX 79401 and other official City buildings within the
City of Lubbock, Texas
Relocation:
The City may relocate equipment within the City of Lubbock, Texas. All expenses associated with
relocation will be home by the City. These expenses include but are not limited to installation, de-
installation, casualty insurance and shipment.
MASTER LEASE AGREEMENT
Ctry ofLubbock Contract Number 11076 dated as of February 2B, 2013
Appmdi:Numbcr 11076-24 as ofSeptember29, 2014.
LESSEE:
CITYIOFLUI,.fBOCCIName
PART 1 fwatinuedl
LESSOR;(, fL N -)C- OF do 6A, Cta,
Pt
By:
Name: k7�tggP�s H�uUnlr1l�
Title• Mavor Title: PU-4 c�b qe[' �tUT
Financing Request Date: September 30- 2014 Date of Approval-
CITY OF�L�BBOCV, TOCALS
Name: Pamela Moon. CPA
Title: Executive Director of Finance
Financing Request Date: September 30.2014
Address for Invoices: City of Lubbock PO Box 2000 Lubbock TX 79457
MASTER LEASE AGREEMENT
City of Lubbock Contract Number 11076 dated as of February 18, 2013
Appendix Number 11076-24 as of September 19, 2014.
PART
REVISED PAYMENT SCHEDULE
The principal amount to be financed for the Equipment shown on Appendix 11076-24 - Part 1 is
$3,722,103.36. The amount of interest to be paid for the Equipment shown on Appendix 11076-24 - Pan
2 is $474,206.91. The rental payments for the Equipment shown on Appendix 11076-24 - Part I will be
due in accord with the following payment schedule:
Debt
Service
Number
Debt Service
Date
Debt Service
Amount
Interest
2.4000%
Principal Balance
3,722,103.36
1
2/15/2015
209,815.51
33,498.93
0
9/30/2014
-
-
-
3,722,103.36
1
2/15/2015
209,815.51
33,498.93
176,316.58
3,545,786.78
2
8/15/2015
209,815.51
42,549.44
167,266.07
3,378,520.70
3
2/15/2016
209,815.51
40,542.25
169,273.26
3,209,247.44
4
811512016
209,815.51
38,510.97
171,304.54
3,037,942.90
6
2/15/2017
209,815.51
36,455.31
173,360.20
2,864,582.70
6
8115/2017
209,815.51
34,374.99
175,440.52
2,689,142.18
7
2/15/2018
209,815.51
32,269.71
177,545.81
2,511,596.37
8
8/15/2018
209,815.51
30,139.16
179,676.36
2,331,920.01
9
2/15/2019
209,815.51
27,983.04
181,832.47
2,150,087.54
10
8115/2019
209,815.51
25,801.05
184,014.46
1,966,073.08
11
2/15/2020
209,815.51
23,592.88
186,222.64
1,779,850.44
12
8/15/2020
209,815.51
21,358.21
188,457.31
1,591,393.13
13
2/15/2021
209,815.51
19,096.72
190,718.80
1,400,674.33
14
8115/2021
209,815.51
16,808.09
193,007.42
1,207,666.91
15
2/16/2022
209,815.51
14,492.00
195,323.51
1,012,343.40
16
8/15/2022
209,815.51
12,148.12
197,667.39
814,676.01
17
2/15/2023
209,815.51
9,776.11
200,039.40
614,636.61
18
8/15/2023
209,815.51
7,375.64
202,439.87
412,196.74
19
2115/2024
209,815.51
4,946.36
204,869.15
207,327.58
20
8/15/2024
209,815.51
2,487.93
207,327.58
0.00
TOTAL 4,196,310.27 474,206.91 3,722,103.36
The interest on this Appendix will accrue from the Lessor Payment Date of September 30, 2014 at a rate
per annum of 2.40% for the term of 120 months. Interest will be calculated on the basis of a 360 -day year
with twelve 30 -day months and is based on the rete structure provided in Section 4.1 of the Master Lease
Agreement dated February 28, 2013. Interest will never exceed the maximum lawful rate of interest
applicable.
MASTER LEASE AGREEMENT
City of Lubbock Contract Number 11076 dated= of February 18, 2013
Appendix Number 11076-14 at of8eptember29, 2014.
LESSEE:
C1TY OF LUBB K,
By:
Name: OI C. Robertson
Title: Mavor
Date: September 29, 2014
crry OF t..
[Cvl k op
"
Name: Pamela Moon. CPA
Title: Executive Director of Finance
Date: Swtember 29.2014
PART 2 (continued)
LESSOR: VFIk)C—GI-
c i
By: !� L
Name:I�G�QIrtQFd1
Title:Lt'i�1/IZ1��,
Date: 3 U